Notice Regarding the Transition to a Company with Audit and Supervisory Committee

Transcription

1 28 March 2016 Company : USHIO INC. and Title of Representative: Kenji Hamashima, President and Chief (Code Number: 6925, the first section of the Tokyo Stock Exchange) and Title of Contact Person: Hideaki Takizawa, General Manager, Accounting & Finance Department (TEL (from overseas)) Notice Regarding the Transition to a Company with Audit and Supervisory Committee USHIO INC. (USHIO) hereby announces that, at the Board of Directors meeting held on 28 March, 2016, a resolution was passed to transition to a Company with Audit and Supervisory Committee. 1. Reason for the transition In its efforts to reinforce corporate governance to ensure the transparency and efficiency of corporate management and realize speedy and resolute decision making, USHIO currently has three Independent Directors and three Independent Audit & Supervisory Board Members and has in place a Remuneration Advisory Committee of which the chairman and a majority of the members are Outside Directors. In order to further strengthen the supervisory function of the Board of Directors and promote speedy decision making by delegating decisions on certain important business matters to Executive Directors and s, USHIO intends to transition to a Company with Audit and Supervisory Committee. For the purpose of reinforcing the corporate governance framework, a majority of the Board of Directors will be Outside Directors at the time of the transition. 2. Timing of the transition USHIO plans to transition to a Company with Audit and Supervisory Committee on condition that the necessary amendments to its Articles of Incorporation are approved at the 53rd Annual General Meeting of Shareholders to be held in June Others USHIO plans to nominate the candidates for election as Directors as set forth in the attachment at the 53rd Annual General Meeting of Shareholders to be held in June The details of the amendments to the Articles of Incorporation regarding the transition to a Company with Audit and Supervisory Committee will be announced as soon as determined. -1-

2 Attachment The candidates for election as Directors at the 53rd Annual General Meeting of Shareholders etc. are as follows. The position and responsibility at USHIO and significant are described based on those at April 1st, (1) Candidates for Directors (excluding those who are Audit and Supervisory Committee Members) Jiro Ushio Kenji Hamashima Shiro Ushio Hiroaki Banno Tadashi Nakamae Yoshinari Hara Yasufumi Kanemaru Hattori Shuichi Sakie T. Fukushima Chairman and Chief Chairman, The USHIO Foundation Chairman, National Institute for Research Advancement President and Chief Chairman, President and Chief, CHRISTIE DIGITAL SYSTEMS, INC. Chairman and Chief, USHIO LIGHTING, INC. General Manager, SSLS Headquarter Chairman, USHIO OPTO SEMICONDUCTORS, INC. Outside Director President, Nakamae International Economic Research Outside Director Honorary Advisor, Daiwa Securities Group Inc. Outside Director Chairman, President and Group Chief, Future Corporation Chairman, Future Architect, Inc. President, National Institute for Research Advancement Attorney-at-law, Look Inc., Tokyo Tatemono Co., Ltd. President and Representative Director, G&S Global Advisors Inc. Outside Director, Mitsubishi Corporation Outside Director, Ajinomoto Co., Inc. Outside Director, J. Front Retailing Co., Ltd. Outside Director, Bridgestone Corporation Each of Mr. Tadashi Nakamae, Mr. Yoshinari Hara, Mr. Yasufumi Kanemaru, Mr. Shuichi Hattori and Ms. Sakie T. Fukushima is a candidate for Outside Director who is not an Audit and Supervisory Committee Member. -2-

3 (2) Candidates for Directors who are Audit and Supervisory Committee Members Nobuyuki Kobayashi In charge of Corporate Headquarters Masanori Yoneda Outside Director, NAKABAYASHI CO., LTD. Nobuyoshi Yamaguchi Senior Director, TOKYO KANTEI Co., Ltd. Each of Mr. Masanori Yoneda and Mr. Nobuyoshi Yamaguchi is a candidate for Outside Director who is an Audit and Supervisory Committee Member. (3) Retiring Directors (Planned) Current Title Keizo Tokuhiro Director and Senior Managing Chairman and Chief, ADTEC Engineering Co., Ltd. Yoneta Tanaka General Manager, System Solution Division Shiro Sugata Director and Corporate Adviser (4) Retiring Audit & Supervisory Board Members (Planned) Current Title Tadashi Taki Full-Time Audit & Supervisory Board Member Seiji Oshima Shuichi Hattori Masanori Yoneda Shojiro Nozaki Full-Time Audit & Supervisory Board Member Attorney-at-law, Look Inc., Tokyo Tatemono Co., Ltd. Full-Time Audit & Supervisory Board Member, Resona Business Service Co., Ltd. -3-

4 (5) Brief Profile of New Candidate (excluding current Directors and Audit & Supervisory Board Members) New Candidate for Director (excluding those who are Audit and Supervisory Committee Members) Sakie T. Fukushima (September 10, 1949) Jun Brief profile Joined Braxton International Sep Joined Bain & Company Inc. Aug Joined Korn/Ferry International-Japan May Director, Korn/Ferry International Sep Regional Managing Director of Japan, Korn/Ferry International-Japan May Chairman & Representative Director, Korn/Ferry International-Japan Mar Outside Director, Bridgestone Corporation (incumbent) Jul President & Representative Director, G&S Global Advisors Inc. (incumbent) Jun Outside Director, Ajinomoto Co., Inc. (incumbent) May Outside Director, J. Front Retailing Co., Ltd. (incumbent) Jun Outside Director, Mitsubishi Corporation (incumbent) Ms. Sakie T. Fukushima concurrently serves as an Outside Director of Mitsubishi Corporation, She is going to retire as of the Annual General Meeting of Shareholders of Mitsubishi Corporation to be held on June 24, New Candidate for Director who is Audit and Supervisory Committee Member Nobuyoshi Yamaguchi (January 20, 1955) Brief Profile Apr Joined The Kyowa Bank, Ltd. (currently Resona Bank, Ltd.) Jun. 2003, Resona Bank, Ltd. Jun Senior, Resona Bank, Ltd. Apr Representative Director, Resona Card Co., Ltd. Jun Outside Director, NAKABAYASHI CO., LTD.(incumbent) Apr Senior Director, TOKYO KANTEI Co., Ltd. (incumbent) -4-

5 (6) System USHIO clarifies the delegation of authority and the responsibility-taking system and adapts the System to promote speedy decision-making. USHIO strives to strengthen the audit and supervisory function of the Board of Director by the transition to a Company with Audit and Supervisory Committee, and to improve and strengthen the Executive Officer System in order to promote further speedy decision-making for business execution. The System after the 53rd Annual General Meeting of Shareholders is as follows. The position, responsibility at USHIO and significant are described based on those at April 1st, s Kenji Hamashima Shiro Ushio Hiroaki Banno Yoneta Tanaka Koji Naito Keizo Yamaguchi Masato Jikihara Tatsuyoshi Kosone Masaki Yoshioka Akihiko Tomaru President and Chief Chairman, President and Chief, CHRISTIE DIGITAL SYSTEMS, INC. Chairman and Chief, USHIO LIGHTING, INC. General Manager, SSLS Headquarter Chairman, USHIO OPTO SMICONDUCTORS, INC. General Manager, System Solution Division Managing General Manager, Light Source Business Division Senior Deputy General Manager, Light Source Business Division General Manager, Manufacturing Division General Manager, Sales Division, System Solution Division Deputy General Manager, Light Source Business Division General Manager, Marketing & Innovation Division General Manager, R&D Division Deputy General Manager, Corporate Headquarters General Manager, Human Resources & General Affairs Division -5-

6 Takayuki Kanno Naoki Kawamura Terunobu Iritani Kazuhisa Kamiyama Deputy General Manager, System Solution Division General Manager, Development Design Division General Manager, Biomedical Division General Manager, IT Strategy Division General Manager, Business Process Innovation Department General Manager, Corporate Headquarters General Manager, Corporate Strategy Division Group s Keizo Tokuhiro Jack Kline Tsutomu Hiroe Osamu Mizuno Takeshi Suzuki Takamasa Kikkawa Toshiyuki Shima Tetsuo Nakano William F Mackenzie Uichiro Kobayashi Director and Senior Managing Chairman and Chief, ADTEC Engineering Co., Ltd. Group Senior Managing President and CEO, CHRISTIE DIGITAL SYSTEMS USA, INC. Chairman and CEO, CHRISTIE DIGITAL SYSTEMS CANADA INC. Group Managing Chairman, USHIO HONG KONG LTD. Group Senior President, ADTEC Engineering Co., Ltd. Group Senior CFO and Secretary, CHRISTIE DIGITAL SYSTEMS, INC. Group Senior Chief Operating Officer and Managing Director, USHIO LIGHTING, INC. Group President, USHIO PHILIPPINES, INC. Group President, USHIO SHANGHAI, INC. Group Chairman and Chief, Necsel Intellectual Property, Inc. Group President and Chief, USHIO OPTOSEMICONDUCTORS, INC. -6-